


I Should Stop Watching...

by Doctor_Sirus



Category: My Little Pony: Friendship is Magic
Genre: Accidental Voyeurism, BDSM, Blindfolds, Breast Play, Cunnilingus, Erotic Massage, Exhibitionism, F/F, Hate Sex, Kissing, Masturbation, Oral Sex, Scissoring, Sensory Deprivation, Tribadism, Voyeurism, wing play
Language: English
Status: Completed
Published: 2017-01-28
Updated: 2017-01-30
Packaged: 2018-09-20 08:52:14
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 17,560
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9483680
Author URL: https://archiveofourown.org/users/Doctor_Sirus/pseuds/Doctor_Sirus
Summary: Fluttershy has been Rainbow Dash’s best friend since they were fillies. Twilight helped save the world time after time. They both love Fluttershy like a sister.But her friends have been at each other’s throats for over a month. Hoping to help let bygones be bygones, Fluttershy goes to Twilight’s castle hoping she will bury the hatchet, only to stumble into yet another argument.They resolve it on their own. Not with words, but with... Oh... Oh god what are they doing?!





	1. ...So Why Can't I?

**Author's Note:**

> Feel free to bother me on my tumblr under the username doctoredmundsirus.  
> Edited by the illustrious Grimm, and my good friend Softy8088.

Angel gave one final squeak of exasperation and pointed at his mistress, and then towards the door. What followed was several more squeaks along with a final, emphatic thump of his furry foot.

 

“I  _ am _ going, Angel. I’m just checking to make sure everything is okay before I go.” All the animals were fed, but Fluttershy felt a little peckish and had a brief snack of her own. Then she decided a little extra water wouldn’t hurt anything, so she had made another set of rounds to ensure all of the animals were well cared for before her departure to Twilight’s castle.

 

Then she had made one final check just to make sure she had all her bases covered, something that seemed to anger Angel to no end. He gave another squeaky tirade before pointing at her, and then then the door.

 

“I am not procrastinating. I’m just making sure—”

 

Snide squeaking.

 

“Language! I am going, I just need to make sure everything’s okay. Can you check on Henry while I’m gone? His paws were aching again.”

 

Resigned squeaking.

 

“Thank you. Now I just need—”

 

Sardonic squeaking.

 

“Okay, I’ll go see Twilight. I shouldn’t be gone longer than an hour, but the house is yours while I’m away.”

 

Fluttershy took just a moment to bask in the warmth of her cheery cottage. The last coals of her fireplace had burned down to a dim red, giving her home a nice, comforting feeling. She was resigned to go away, but it had to be done. Somepony had to stop Twilight and Rainbow’s constant fights.

 

She walked towards the door where she had prepared a saddlebag, much to Angel’s annoyance. The talk shouldn’t be too long, but she had prepared some necessities for a longer stay anyway.

 

“Perhaps I should rehearse again? I know I’ve said it to myself in the mirror seven times already, but saying it to Twilight is different. Angel, can you pretend to be Twilight for a minute and—”

 

Angel hopped out of the kitchen and towards her like a bunny on a mission. He ineffectual kicked Fluttershy’s hoof and began pushing her towards the door.

 

“But what if I mess it up?”

 

Angel whiskers might have curled with the onslaught of squeaks.

 

“Thank you for the vote of confidence. You’re right.” She stomped a hoof so hard it didn’t even echo in her tiny hut. “I’ll just be off.”

 

Angel all but shoved her out the door. She knew he meant well. She  _ had _ been putting this little venture off a little too long anyway. For almost a month. 

 

“Angel, I forgot my saddlebags.”

 

The lock clicked.

 

“Okay, I won’t put it off any longer.”

 

As she took to the air, she tried to settle her nerves for the oncoming talk. Twilight and Rainbow Dash had been arguing incessantly for a long time now. Ever since they all lost their elements to the Tree of Harmony, now that she thought about it. They tried to hide it, but while their fights were easy to hide, the sound wasn’t.

 

She sighed and let errant thoughts flow across her mind as she drifted towards the largest landmark in all of Ponyville. Even as she landed, she couldn’t fight that lingering dread in her stomach. Twilight and Rainbow always clashed about something, but always got over it. Could... could this be something more? Something worse?

 

She blinked and shook the thought off. “Silly me,” she said, unsure if it was a silly thought at all. It was best to not think about such things. Rather than just walk inside, she had set her rump firmly at the door and did nothing else, partially because, as she said to Angel, she had promptly forgotten her litany of speeches, and partially because she could hear the two of them at it again. She had hoped to catch Twilight alone so they could have a private chat without being interrupted. That wasn’t going to happen anymore.

 

She had flown up to the large gold balcony that almost doubled as Twilight’s courtyard, the go-to entrance for most winged visitors. She liked crystals well enough, and the castle was a nice enough home fit for a princess, but she preferred the cool earth under her hooves anyday. Still, she was happy Twilight had a home now that her precious library was destroyed.

 

She could hear muffled yells coming from within. Did Twilight do something to Rainbow again? She held a hoof to her chin in thought. She knew not to say anything about it, but did Twilight perhaps ask Rainbow if she dyed her mane her signature rainbow color? That was always a touchy subject in flight school that made her beat up the colts. Maybe Rainbow did something to one of Twilight's special books? 

 

More importantly, why was she even here? It was close to nighttime, and Rainbow Dash always went to sleep early for work. Twilight, counter to Rainbow, was always up far past the witching hour; the two had almost opposite sleeping schedules. The double doors opened without so much as a squeak, revealing a large, empty corridor. Twilight still hadn’t gotten around to furnishing most of the place. The shouting had gotten louder; definitely two ponies.

 

Fluttershy had taken but a few steps before she turned back and closed the courtyard door. “No need to get drafty.” Her hooves clip-clopped across the granite floors, following the sound of bickering. Twilight’s yell was easily distinguishable, as the hard crystal walls made screams carry. The abrasive return shouts undoubtedly belonged to Rainbow Dash. Fluttershy winced as she heard something fragile break. At least it was someone she knew and Twilight was not alone with some stranger.

 

The arguments were the reason she was here. Well, discussing it with Twilight was, anyway. She and Rainbow Dash had been fighting off and on for weeks now. They hadn’t let their little squabbles spill over into the public, but the tension was there regardless. Fluttershy and the others would come to a group picnic or meeting and find Rainbow and Twilight already there and neck-deep in another spat. Then came the smiles and the apologizing, always constant assurances that nothing was wrong. Something was indeed wrong with their relationship and had been for some time.

 

Screwing up her courage, Fluttershy approached the new living room Twilight had furnished. She put her hoof on the handle.

 

It was locked.

 

Of course...

 

“Come  _ on _ , Rainbow!” her alicorn friend shouted from the other side of the door. Yup, they were fighting again. Now was the time to help her friends. Twilight was always so willing to help her if she had a problem, and Rainbow Dash was her very first and bestest friend. They shouldn’t be fighting!

 

Fluttershy almost knocked on the door before she stopped herself. Twilight had said that the castle was open to her at all hours, but she wanted to find out why Rainbow Dash was here.

 

“Geez, get off my back.”

 

She could hear Twilight huff angrily. “I’ve had two homes here in Ponyville and I let you sleep over whenever you wish. Is it too much to ask you to clean up after yourself?”

 

“You know, who helped you move in here in the first place? Put this here, find this and put it here, no that’s in the wrong place so put it over here, here’s food but clean up everything while I take a shower; I’m not your fucking slave! Yeah, nice pad, Twi. I hope you have fun moving in by yourself next time around. Helping you move in, mind you, because  _ you _ asked me to for  _ both _ your houses. Knowing your luck I give this place a year before it turns into a crater. I’m tired, so back off!”

 

Ah, so that was it, at least this time around. Well Rainbow Dash could be a bit of a slob at times. More than once when Fluttershy was in trouble at home, Rainbow was to blame, which resulted in no end of teasing by Fluttershy’s mother. It always took a while to wash her extra dishes and clean up the mess Rainbow left behind, but Fluttershy didn’t mind. Rainbow was always fun to have over, despite what mother always said about grandchildren immediately after when it came to her friendship with Rainbow.

 

Still, it was nice of Rainbow Dash to help Twilight move despite her busy weather schedule. Twilight  _ could _ cut her a little slack, especially since she invited her friend over.

 

“This isn’t a one time thing!” Twilight shouted. “Do you ever clean up after yourself? Do you know how many times you’ve crashed into bookshelves back when I lived at Golden Oak? After a while I started to keep count.”

 

“Twi, I believe you,” came the acidic reply. “Everything’s constantly routine and numbers and stuff to you! Trips, your bro’s wedding, Winter Wrap-Up,  _ everything _ . You keep talking about how the rest of us are so important to you yet you really have no idea  _ how _ we think, do you!? You know, perhaps we don’t want to be reminded every single Celestia-forsaken time we fuck up! You kinda sound like an uptight brat when you keep trying to force us to see your way and don’t even care seeing it ours. Yeah, keep rubbing your friends faces in their failures; that will teach them. That’s not hurtful to hear  _ at all _ . Just how long have you had that silver spoon in your mouth, ordering around ponies in Canterlot to do whatever you want? We’re not your servants, Sparklebutt. Stop treating us like dogs every time we do something you don’t like.”

 

What was  _ wrong _ with them? This was completely different from their previous fights. At least then they managed to keep it under control, but was this how they acted behind closed doors? How many shouting matches like this had they gotten into when nopony was around? Were they hurting so bad that this was the only way they could deal with those issues, or was something else the culprit? 

 

Even though the six of them had only been friends for a couple of years, the impact of their time together had left such an impression on Fluttershy that it felt like a lifetime. She couldn’t imagine a life in the quiet town of Ponyville without the rambunctiousness of their adventures. Twilight, a little awkward, was one of the nicest ponies she knew. Rainbow was still her oldest and most faithful friend that followed her here after Flight School. They’d faced all kinds of trials and tribulations together, unsung horrors and monsters from across the land.

 

How could it get this bad? Was she truly so blind to the troubles in her friend’s hearts that she could be blindsided so badly? Perhaps the very times she looked so fondly upon was their undoing in the first place. Anger and jealousy could become cancerous if masked by a blind desire to see only the good things.

 

Fluttershy couldn’t stop the bile rising in her throat and she did her best to swallow it down. If her friends were beginning to hate each other, it made a twisted sort of sense they wouldn’t tell her. It was to keep what precious sense of normalcy they had, to hold what friends still remained. Even if that meant keeping her in the dark. She didn’t agree with Twilight doing so, but understood why. Fluttershy always had a weak constitution and accepted that. She was used to other ponies hiding the truth from her in certain matters knowing how she wouldn’t be able to take it, how she may very well agonize over small slights and insignificant details. 

 

Fluttershy could feel the waterworks coming and the tightness in her chest. Over the course of Rainbow’s rant what she had heard steady pounding, only to discover her own hyperventilating breaths. That didn’t even matter to her. Rainbow. Twilight she understood, yet Rainbow hid this from her? Her oldest friend who followed her to this quiet town? Twilight simply didn’t know better, but Rainbow knew very well how much this would hurt her. Why keep this a secret for so long? Was she waiting until the levy broke and the remaining four were drowned in the aftermath of hurt feelings? That wasn’t loyalty to her friends, that was desperation to retain them as long as possible.

 

Fluttershy knocked on the door. “G-girls?” came her plaintive plea after she fought down a hickup of misery. It was no use as Twilight was only just getting started and drowned her out.

 

“If you’d get your head out of the metaphorical clouds for once you’d realize just how blatantly hypocritical you’re being. Not everything’s about you! I can deal with these things on my own but what I don’t sympathize with is your irritating attempts to gain sympathy and glory over such benign tasks. If you can’t help out every now and then, that’s fine, but stop with this holier-than-thou peacocking that you deserve better. Not realizing how others think? You should take a look at yourself Dashie. Perhaps living like a slob and destroying your friends property is fine in your book but your friends have stopped tolerating your “accidents” after the third or fourth time.”

 

Twilight’s words were cut off with a loud thump. Fluttershy’s ears twitched as she heard the sound of scattered parchment and breaking glass. Then came another thud and a series of ruffling noises, followed by several grunts.

 

“Get off me!”

 

“Girls!” Fluttershy shouted out of reflex. It didn’t help in the slightest as the pair of them were occupied in their scuffle. She tried the door once more. The lock rattled but the sound was was overridden by the noise of the fight in the adjacent room. She banged on the door but it was no use.

 

There had to be a way in. There had to. Her friends were fighting each other. How to get in? She certainly wasn’t strong enough to shoulder the door open.

 

An idea struck her: outside! She knew the castle well enough to know there was a small balcony on the other end of the living room. With a little luck it might be open.

 

Fluttershy scampered back down the glossy floors as quick as she could. For a brief moment she lost her footing and slipped onto her face. Shaking it off, she returned to the courtyard and with a great unfurling of her feathers she took to the air. After about a quarter of the way around the tree she found the right door. That too was closed, but Fluttershy froze just a moment before despair ate through her. She could see the lock in place, but the door wasn’t quite shut all the way; Twilight didn’t shut it correctly before locking it.

 

Fluttershy knickered in glee at finding a way in.  With a light push the door noiselessly swung open. The living room had to be Twilight’s new study. The few salvaged couches and tables from Golden Oak decorated the room, including a pile of cushions Twilight let her guests sit on while entertaining them. A few white oak bookshelves covered some of the walls, some of the titles she recognized from the old library. Wedged into the far corner was a large oak desk, everything placed exactly as her old house had it. The acrid smell of smoke and earth wafted slightly in the air, an ever-present reminder of Golden Oak’s fate.

 

“Girls, please! Stop fighting and uuuuuuuuuuuuah...” 

 

As stupid as drawing out that first syllable sounded, her brain had locked up and refused to comprehend what she was seeing. 

 

They were kissing. 

 

Rainbow Dash had Twilight pinned underneath her, a hoof in her back with a vicious snarl on her face. Twilight looked equally livid and her wings spasmodically flailed against her captor. She wasn’t sure they even realized she was there, let alone heard her cry of protest.

 

They were kissing.

 

With a foreleg putting Twilight in a headlock, Rainbow had wrenched the princess back at an uncomfortable angle to meet her in a rough but deep kiss. Twilight’s look of fury did little to show that she was trying little to resist. Fluttershy’s earlier despair had finally pushed out some of the tears yet her surprise was so great she didn’t even notice.

 

They were kissing.

 

As quietly as she could, eyes glued to the scene before her with a prayer to Celestia to bleach the image away, Fluttershy closed the door again, careful not to accidentally engage the lock.

 

Why were her friends kissing? They were arguing, and then immediately kissing.

 

What was going on?

 

Her thoughts were interrupted by another thud, and Fluttershy cracked the door to see what was going on. Twilight had managed to toss Rainbow Dash off and pawed at the ground angrily. Fluttershy saw the tiny dribble of red on Twilight’s lips, and an angry Rainbow Dash wiping her now bleeding lip. Fluttershy was watching for the stirrings of a spell issue from Twilight’s horn, but that was quickly stopped by a tackle from Rainbow Dash. The angry pair tumbled about until they managed to come to a stop at the base of a dresser.

 

Despite the attack, it was Twilight who came out on top. Rather than try her magic she instead managed to get on Rainbow’s back and hold on for dear life. Said pegasus started to get up.

 

“Uhh!” she cried out. Fluttershy wasn’t sure if it was a cry of pain or a squeak of arousal. Twilight had bitten Rainbow’s ear, but a wide smile was on her face. Next, Twilight continued to tease her pegasus friend by playing with her wings. She used a soft, little stroke to caress the feathers, all the while her hind leg descended and proceeded to grind itself into... oh.

 

“Oh my.” Fluttershy felt her cheeks flush and the start of a fire kindle in her loins. Just what kind of relationship was this? She had expected anger or friendship, each separated by some personal disagreement between the two mares, not...  _ whatever this was _ . What kind of perverts were her friends?

 

“What’s the matter? Does my little tramp have oversensitive wings?” Twilight taunted. Rainbow once again tried to get up but Twilight was one step ahead of her by planting a hoof on her feathers. If Rainbow tried to rise there was a real chance that she’d pull one out by the base.

 

Fluttershy was torn on whether to try and step in. They were fighting, but at the same time, if the kiss was any indication and with Twilight’s behavior, they were almost enjoying it. What deviants took pleasure in tearing each other’s throat out? 

 

Something else interrupted her thoughts: from the room slowly getting destroyed came a distinct, musky aroma. She almost didn’t smell it with the heat and sweat permeating the room from her friend’s battle, but now she was hit by a wave of it and backpedaled a little bit.

 

It was more than just enjoying hurting each other, they were getting  _ aroused _ !

 

Love and romance was supposed to be a caring, gentle affair. Despite her own nethers moistening up a little, seeing something sexual like kissing and getting aroused by proxy was natural. But this... Fluttershy had no idea what to think about this.

 

Despite the jokes Rainbow occasionally made about her, sometimes with her in the same room or to her face, she wasn’t alien to the pleasures of the flesh. There were times when she had decided to rub one out or use her one, solitary toy to assist her. It was natural, and an animal caretaker new better than most about an active sex drive.

 

That was nothing more than sexual release, a byproduct of need every mare or stallion faced. This... this was debauchery! What kind of sadists were these two were they wanted to hurt each other with hooves and words only to violently start making out? 

 

Fluttershy struggled to understand what was going on before one of them spoke. Rainbow’s angry expression was momentarily twinged with a smirk and she said, “Twi, remind me to teach you how to swear.”

 

Fluttershy stood there, stunned. She was enjoying it. By Celestia, Rainbow was enjoying her treatment at the hooves of Twilight. The sheer carnal outrage, the massive burst of emotion followed by sexual release. It was all a game to the two of them. A twisted, messed up game.

 

A shudder darted through Fluttershy and with the deepest shame she felt the familiar burning of arousal spike. This wasn’t love. This wasn’t tender. This wasn’t how it was supposed to happen. If she had caught them in a touching embrace, perhaps even in each other’s thighs, it would have made sense. Why were they hurting each other? And why couldn’t she stop watching?

 

Twilight was still grinding herself into Rainbow’s nethers. Fluttershy couldn’t see the fruits of her labor but she certainly  _ did _ see the wet rivulets running down her leg. Twilight was in control, mostly because Rainbow didn’t look like she wanted to fight anymore. If it came to a battle of strength, the pegasus would easily win, and a battle of magic would declare Twilight the winner by default. But Twilight hadn’t used magic. That was odd. 

 

Fluttershy moved her hind legs back and forth to help alleviate the discomfort she was feeling. She shouldn’t be watching, that she knew, but she just couldn’t help herself. Despite the raw violence, it was something she had to see, to understand. Take a mate, get married, live a long and happy life together; that was how it worked.

 

And yet what made this relationship tick? No, that wasn’t the right question. Why hadn’t she ran away screaming, or demanded an explanation? There was just something about the two of them together, writhing and moaning like primal animals lost to their instincts. Maybe it was just the siren call of taboo, but she couldn't deny the effect it had on her. This was something vile. It was pure unabashed emotion laid bare and oh, gosh, she was getting wet. Already she could feel her pulse quickening as the two of them screwed each other senseless. One trickle of her own excitement slid down her leg, sending a thrill through her body as her own increasing arousal cut through her shame.

 

“I’m going to fuck you like the arrogant little harlot you are.” Fluttershy almost missed the words Twilight whispered. Rainbow only smiled, whether at the challenge or Twilight sounding uncomfortable swearing Fluttershy didn’t know. Rainbow Dash adjusted herself to buck off her rider, but Twilight held firm with the hoof on her feathers. The princess bit the back of Rainbow’s neck.

 

Rainbow didn’t scream. She  _ moaned _ .

 

The abuse continued as Twilight dominated her friend, although Fluttershy wasn’t even sure she could call it abuse if Rainbow Dash was enjoying it as much as she seemed. Panting and cheeks flushed, Rainbow had laid herself down in submission, her tail flicking wet droplets this and that way. Fluttershy’s eyes followed one and she fought to stand still and not venture forth for a taste. Everything felt so hot as her body began to sweat with her previous exertion and current horniness. 

 

Twilight moved her limb away and sat squarely on Rainbow’s back as if she was going to ride her. The princess’ intentions were made clear very quick as she proceeded to grind her nethers against Rainbow’s back. The scent of sex permeated the air and Fluttershy took a deep breath by reflex, tasting the fruits of their labor.

 

Rainbow wasn’t just taking it, she was getting off on it. As Twilight thrust her folds against the small of her back, Rainbow followed suit by rocking her hips against the floor to get whatever friction she could out of it. Satisfied that her target was no longer going to rebel against her, Twilight ran both hooves through Rainbow’s sweaty mane.

 

It wasn’t like Rainbow was willing to fight her anyway; she too was making a small puddle of marecum. Again and again she timed herself to Twilight’s humping as a slow trail of drool dripped from her lolling tongue. As a stream of grunts and whispered curses of delight babbled through her lips, Twilight’s pace picked up.

 

“Ughhh... fuck!” Rainbow exclaimed. She wasn’t even touching herself. Not even Twilight was bothering with returning the favor, and yet Rainbow Dash, prized flyer of the Wonderbolts, was getting off at being turned into Twilight’s bottom bitch. 

 

Fluttershy could feel herself winking as her own neglected lips begged for some attention. She couldn’t, not that she wanted to stave off the urges anyway. She wanted to see this. Her eyes were glued to the debauchery and wanted—no— _ needed _ to see the conclusion. She closed her hind legs tight and rubbed her thighs together to try and stop the burning. Goddesses knew she might just abandon trying to reason with the two and lock herself in her bathroom for some quiet time. 

 

It didn’t make sense that anger would get them aroused. True, anger was a strong and passionate emotion, but it was much too different from romance. If they didn’t love each other and called each other names, why were they having sex at all? Perhaps that very dichotomy was what was making her so hot and bothered: they managed to set aside their differences and have a tender moment. 

 

Fluttershy’s hoof drifted towards her soaked marehood. It was just to check. No more than that. She dabbed at her lips to discover that they were flush and wet, prepared for any romantic encounter she might have planned. A shudder passed along her spine as she made contact and it took every ounce of strength to resist the urge to go to town. She didn’t even realize when she had leaned down with her butt raised in the traditional mating display. Just a little bit more, screamed her clitoris. Just move a little bit further toward the nub and everything would be all better, as if an orgasm would purge recent events from her mind. Already she was paralyzed at the thought. She so very much wanted to share in their passion and stroke herself to exhaustion, but the very thought gave her a sick feeling. Her gut clenched as she thought about them just moments ago giving each other a thrashing. There was no way she would condone that by masturbating to her friend’s aggression. Yet she did not look away.

 

And that was when everything went wrong. Denying her rampant horniness or simply trying to analyze what her friends were doing ceased being the centerpiece of her goals as the worst happened. Rainbow, lost to the world in pleasure, was rising to her own peak of ecstasy as she squirmed on the floor. She was moving so much that in her writhing, her eyes ventured to the supposedly locked door Fluttershy was peeking through.

 

Fluttershy’s heart froze. Here she stood, frozen at the door, almost masturbating herself to her friend’s private time. Maybe arguing time; she still wasn’t sure. Was that foreplay to them? Perhaps arguing was a means to rile them up for a night of sex?

 

The thoughts rushed through her mind in an attempt to find a solution, to desperately explain to her oldest friend why she was there watching them have sex like some sick voyeur. She could see the lust slowly lift from Rainbow’s mind as if each wet thrust coming from Twilight was fucking sense right back into her horny mind. Then came the surprise, followed by realization. Fluttershy felt like a knife was being thrown at her as Rainbow took in a breath.

 

Dash winked.

 

Fluttershy’s wings immediately spread to their maximum length in a single, painful unfurling of feathers. Rainbow laid her head back on the ground, still humming and grunting as Twilight had her way with her. Twilight, now looking glossy-eyed at the ceiling, didn’t see the silent exchange. Rainbow smile widened as Fluttershy didn’t look away, run, scream, or hide behind several small rocks. 

 

_ She wanted to be watched _ .

 

“Come on, Sparklebutt, is that how you fuck a mare? Do I have to get on top and show you how it’s done?” Rainbow taunted. She was still looking at Fluttershy with a dreamy look on her face. 

 

Of course. Rainbow always had one hell of an ego. Now she had an audience.

 

Rainbow hissed as Twilight gave her flanks a single, hard spank. “Today’s my turn, Rainbow Bitch.” And with that she gave another particularly vicious spank that made Rainbow exclaim in a way Fluttershy was sure she’d remember to her dying day.

 

“And you kiss your mother with that mouth, egghead?” Rainbow giggled. “Although I wouldn’t mind seeing you get railed by that hunky brother of yours. He and I can share your hot ass all night.”

 

Well, she was putting on a show alright. After just a few more thrusts against Rainbow Dash’s back, Twilight howled in pleasure as she released. Twilight’s hips kept rocking back in forth out of instinct and Fluttershy could see little streams of the alicorn’s juice flowing down Dash’s back. With the look of satisfaction stretched across Rainbow’s smug face, Fluttershy could swear she climaxed along with her. 

 

Twilight collapsed onto Rainbow, wholly and truly exhausted from the ordeal. With her eyes closed, she looked about ready to sleep as she panted for breath. Rainbow got to her shaky hooves, turned to the little puddle of her and Twilight’s essence, and, making sure her eyes were back on Fluttershy’s, she gave it a lick.

 

Fluttershy squeaked and all but forced a hoof into her mouth. 

 

“You taste good, Sparkles.”

 

“Hmmm...” Twilight mumbled back. Rainbow walked to where the two had set, or quite possibly thrown in anger, several of the room’s cushions, and slowly slid Twilight down upon them.

 

Despite being on her back and looking ready for sleep, Rainbow wasn’t done with Twilight. The pegasus opened Twilight’s forelegs to gaze at her prize. Twilight mumbled something but Fluttershy couldn’t hear it from where she was hiding. The alicorn’s fur was glazed in a thick layer of fluid that was still being saturated by her leaking marehood. Rainbow made sure to shake her rear in Fluttershy’s direction before letting their nether lips meet in a delicate thrust. Whether she had came along with Twilight or not, her mind was firmly set on having her way with her tired friend.

 

“Rainbow, I’m a little sore,” Twilight moaned.

 

The pegasus didn’t respond with a quip, but gave Twilight a rather tender lick across the face. “It’s fine; I’ll be gentle.”

 

With that Rainbow started to grind herself against Twilight to sate her own ravenous need for release. Gone was the usual violence and now she was soft and careful with the exhausted mare beneath her. Rainbow Dash looked at Fluttershy once again.

 

Fluttershy almost came with the look of sheer, unfiltered desire Rainbow gave her. Gone was her ribbing, swearing, and brutality and in its place was nothing but the sexual need. It almost seemed romantic the way she slowly and cautious ground their sexes together. With each steady buck Dash released a coo that was only matched by the one that followed. Fluttershy didn’t dare break eye contact. Her own winking lips would never forgive her if she didn’t see this through to the end. As much as she hated herself for it, it excited her and Dash had to know it. 

 

Fluttershy moaned along with Rainbow Dash. The shy mare wasn’t sure it happened but her hoof was running circles across her lips. It was wrong. This was wrong—perverse! Repugnant, even. Yet despite the cries of protest echoing around her skull the rampant, craven desire to release the tension and built to a breaking point. The wide smile Dash gave her in seeing Fluttershy pleasure herself was only equalled by anything involving a new release of Daring Doo. Together they were in synch, each crying in unison as they prepared to reach the summit and face the peaceful cloud of rapture. At long long Fluttershy gave her clit some love with a few gentle caresses. It wouldn’t be long now. Not long for either of them.

 

Still, one of them had another to care for. Rainbow met Twilight in a soft kiss that was only too eagerly reciprocated. Twilight’s forelegs wrapped around Dash’s neck to hold the kiss for as long as possible before she had to break away for breath.

 

“Are you close?” 

 

Rainbow pecked her on the lips again as she ground her vagina into Twilight’s. “Yes.”

 

Rainbow was panting and her thrusts were getting shorter. It was like she was in pain and getting off was the only way to release the pressure. The sound of her slapping thighs, the cocktail of arousal and sweat was making Fluttershy heady. The call to relieve herself was almost unbearable. Already a small puddle had formed to attest to her need. She needed this. More than anything, she needed this. Her wings were painfully twitching with the effort to keep them at full mast and yet she couldn’t do anything to make them go down. Faster and faster she rubbed until she was panting for breath. 

 

Fluttershy bit her foreleg to stop herself from crying out. Rainbow must have heard it for her ears flicked as she moaned into her hoof. In one swift moment the world went white and her world was nothing but bliss coursing through every fiber of her being. She wasn’t sure how long she was out, but lost to that hoof-curling pleasure, she was content to bask in the endless warmth for as long as she could.

 

When she finally came down from her high, she blushed at the state of herself. Already her cum had begun to soak into her fur when she had collapsed into the little pool of love juice she had produced from earlier. It didn’t seem to matter to her. Nothing did as long as that pleasant buzz from her clit kept going. Finally relieved of the ache, Fluttershy smiled and focused on the pair before her. 

 

“I want to tell you something, Twi.” That woke Twilight up. She snapped to attention faster than Fluttershy could realize was possible, especially while getting fucked. For a moment Fluttershy could see nervousness in her eyes that was slowly replacing the affection for her dear pegasus friend.

 

“What is it?”

 

Rainbow nibbled on Twilight’s ear, an act the mare didn’t seem to like nearly as much Rainbow did. “We have a visitor.”

 

With that Rainbow thrust her hips as hard as she could into Twilight’s cunt and held them there. Pinching her clit like that along with getting so worked up before caused her own climax to burst forth and she cried out in a high, girlish scream. It was at that specific moment that Fluttershy discovered what the term squirter meant.

 

Twilight seemed confused at first, looking at the locked doorway. Turning toward the other direction, an act made more difficult due to the mare cumming on top of her, her eyes widened upon seeing Fluttershy huddled behind the balcony door.

 

Twilight waited for Rainbow to finish her business. Rainbow seemed to want it done quickly as well for as she stopped painting Twilight’s midsection in her own fluids, she helped the mare to her hooves. She gave Twilight another affectionate lick as she saw Twilight had made the same discovery she did.

 

“You’re clingy after sex,” Twilight said, although there was no malice in her voice. “Now, Fluttershy.”

 

_ Now _ her tone changed. Fluttershy squeaked and closed the door. Twilight just unlocked it with her magic and opened it as wide as it would go. Fluttershy was hit with the full force of their scent, a fact confirmed as Twilight walked out and saw Fluttershy’s puddle of shame where she had been standing moments ago.

 

“Fluttershy.” Twilight might have been trying to make her voice sound comforting but all Fluttershy could hear was the sound of her own thunderous heartbeat. Well, she was hyperventilating, fearful, and aroused beyond belief, but that was normal. The first two were normal anyway. Fluttershy had backpedaled to the railing and was looking out towards Ponyville, but her wings refused to open.

 

She had just cum while watching two of her friends have the angriest sex she had ever seen. She had liked it. She had watched and had been watched. Rainbow would have found it hilarious, but Twilight was a bookish, private mare that would surely hate her privacy being violated. Already Fluttershy could feel the pit of dread in her stomach twist and fill her throat with bile. She felt like she was going to be sick.

 

“Fluttershy,” Twilight said softly. Fluttershy turned toward her alicorn friend. There wasn’t anger in her eyes. Only concern. “I’m not mad.”

 

The burden didn’t lift from her chest and her panting increased. Everything was starting to sway.

 

“Fluttershy, just close your eyes and take slow, deep breaths. Everything will be okay.”

 

She did so. It took a good minute or two for her panic attack to subside, but it wasn’t the first she’d had and it certainly wouldn’t be the last. She opened her eyes to see a patiently waiting Twilight and a very smug Rainbow Dash.

 

“Sooooo...” she said, drawing out the syllable. “We got some explaining to do, don’t we?”

 


	2. In the Dark of the Night

**Summary for the Chapter:**

> Twilight finally explains her and Rainbow's behavior, and gets an interesting proposal.

Try as hard as she could, Fluttershy’s legs refused to move from their current spot. Even if all she wanted was to turn her back to her two friends, each hoof felt like it had been turned into lead. Twilight was at least giving her the dignity of waiting patiently and avoiding eye contact. Rainbow Dash looked like the cat that ate the canary.

 

‘ _ One at a time. Left leg; up. _ ’ Lefty was content with staying exactly where it was.

 

Although she had gotten her breathing under control, she dearly wished her heart would stop beating so loud. She tried to speak, to say something—anything—but she couldn’t get past the hard lump in her throat. Even if she wasn’t paralysed in fear, she wasn’t quite sure what to say; how to respond to angry rutting wasn’t in her list of contingencies. Thus, her mouth opened and closed with nary a word to express.

 

“I think we broke her,” Rainbow said, only to be promptly shushed by Twilight.

 

Surely it was meant as a tension-breaking jest but, just like that, the dam in Fluttershy broke. Twilight, her attention returning to Fluttershy to say something, but once the first word was out of her mouth, Fluttershy couldn’t stop.“You are both perverts!” 

 

Twilight looked stunned at the outburst, while Rainbow’s ears folded at seeing her lash out, but now that she started, the rest came rolling out in a rush. 

 

“You’re hurting each other and then... doing  _ that _ ! I was worried that you hated each other. We all were, and I was worried that you weren’t friends anymore and came here to talk to Twilight so you both would stop fighting. Now you’re marefriends but marefriends don’t hit each other and scream like that!”

 

Her breast heaved as she struggled to breathe again. Hurt, confused feelings swirled around in her head. Despite her accusations, Fluttershy was waiting for Rainbow to bring up her peeping on the two of them and Twilight saying she didn’t want to be friends anymore. The pleasing buzz of orgasmic aftermath was flowing through her veins. Normally she would have liked to enjoy it a little longer but now it made her feel ill.

 

“We should have told you,” said Twilight.

 

Fluttershy blinked. What?

 

“Huh?” Dash was just as confused as her. “Twilight, what—”

 

“Not now!” the alicorn chastised. Twilight was studiously thinking, hopefully not trying to recall any moon banishing spells she may have seen over the years. Twilight managed to look at least a little professional when she said as gently as she could, “I’ll tell you everything. Do you want to come inside for tea?”

 

Fluttershy followed Twilight inside as if she was being led to the gallows. Already the smell was causing her to gag. Noticing her discomfort, Twilight opened all of the windows and thankfully didn’t stop there in order to discuss events. Ever since Twilight ascended, she had been acting a little different. Fluttershy supposed that was only natural when one’s fundamental nature had been changed. It was Twilight’s behavior that seemed different. Now she was acting like a princess, caring and official and doing her best to keep control of the situation. Rainbow just looked relaxed and content. By being rutted only minutes before, that was only natural.

 

Fluttershy kept her head down as Twilight lead them to the guest bedrooms. She was curious as to the choice before Twilight spoke up, “I’m going to put some tea on. You two are welcome to freshen up.”

 

Twilight took Rainbow to the side and briefly whispered something in her ear. Whatever she said disappointed Dash if her dropped smile was any indication, but Dash nodded. Fluttershy’s agoraphobia was smothered just a little if she was in smaller spaces, so she picked the smallest guest room. Rainbow followed in step behind her. Fear jumped in her throat at the prospect of Rainbow getting in the shower with her. They had taken them together countless times but now the thought of being in tight quarters with her struck Fluttershy with a sense of dread. The knot in her chest loosened when Rainbow picked a separate room.

 

They were nice quarters, if a little bland. Crystal walls, crystal floors, crystal ceiling. There was little else other than the basic amenities of a bed, dresser, and a small desk for work. Fluttershy moved toward the back where a large door made from petrified wood opened to the bathroom. 

 

It was larger than her living room by almost half. The largest portion of the room was dedicated to a set of three shower stalls next to a massive tub that could double as a soup bowl for an Ursa Minor. Moonlight filtered in through the room’s only window and scattered across the room’s violet crystal tiles.

 

Rather than hit the showers, Fluttershy was more inclined to pick the bath. The castle’s massive cistern pumped hot water into the tub while she inspected what was stocked for cleaning supplies. In the supply closet was mostly a set of perfumed bath oils and salts. Picking one that reminded her of her favorite sandalwood incense, she was neck deep in a hot bath.

 

The water certainly helped relax her muscles and quell the nausea, but her mind was still running at the thought of the impending confrontation. Now having time to think, it was obvious that the little detour to the guest rooms was to give her exactly that. She couldn’t help but act the way she did. Panicking was something she was good at. That, along with running, hiding, overreacting, and cowering. 

 

Bravery was never her strongest trait. There was always that nagging in the back of her head, that general fear of the unknown and how others would react to her proclivities. 

 

“I’m pathetic.” 

 

Already the tears were in her eyes. The recent stress did little to help her already fragile state of mind. She knew Twilight was only trying to help her now and make her comfortable, as she was wont to do, but that sinking feeling of self loathing crept up on Fluttershy because Twilight had to do so in the first place. 

 

Weak and helpless. That’s what Discord said she was long ago, and she agreed with him. So what changed? Why was this upsetting her now and not then? The first variable to change was of course her friends. Something had shifted between Twilight and Rainbow Dash. They had found some form of perverse comfort in each other, but comfort nevertheless. Growing up, but were they growing apart? If not from each other, than from her? 

 

Who would protect the coward when the coward was alone?

 

Fluttershy dunked her head under the water to get her mane as wet as she could before gasping for air. No.  _ No _ . That was a poisonous line of thinking. She had the greatest friends in the world and this wasn’t going to separate them. This was just a different challenge to face, except this time it was between them and not against them. Something had just changed between them, that was all.

 

Change was scary after all.

 

Fluttershy took a little more time to enjoy the royal suites. Twilight had given her the go ahead to use it as she pleased and she intended to do just that. The bath’s warmth relaxed her muscles and cooled the tension lurking in the back of her mind. Twilight’s talk, or rather Twilight and Rainbow’s talk, seemed less like an impending disaster impossible to avoid and more like a rather messy conversation she needed to have just to get over. At least it was progress. She really didn’t want to fight with her friends and so tried for as long as she could to let the perfumed water relax her troubled mind.

 

But waiting for too long would only be putting off the inevitable. Regretfully getting out of the really nice bath she wished she could settle into and forget the day away, she unplugged the drain and did her best to dry off with one of the plush bath towels. She was now clean from the day’s burden and her earlier... regretful indulgence. Fluttershy shuddered at the thought.

 

As soon as she opened the door she smelt the light, flowery scent of her favorite chamomile tea. It wasn’t too hard to follow it to its source and discover Twilight, fur also damp from a quick cleaning, was tending to a kettle and tea set in the living room. Rainbow Dash was lazily prostrating herself in the windowsill as if to sun herself in the burgeoning starlight. The room itself was only moderately outfitted with little else than furniture and tables unpacked for use. Several large boxes hugged the far wall next to the window, no doubt both imports from Canterlot and Twilight’s salvage from the old library.

 

“Thanks for coming, Fluttershy,” Twilight said cordially. “I know things are a little complicated right now, but believe me when I say I hope to get things straightened out.”

 

Fluttershy nodded in agreement. So far Twilight had been more than accommodating to her for snooping on her private time. The door was locked for a reason, and an intimate one at that. They shouldn’t have been doing that, but she shouldn’t have been snooping either. Fluttershy looked to her pegasus friend, who shrugged.

 

“Don’t look at me. I’m smart enough to know I’m not smart enough to explain how all this works.”

 

Fluttershy couldn’t help but chuckle a little. Classic Dash.

 

Rainbow was content to lie where she was. Fluttershy passed a large, circular comfort bed mean for use for larger species, or certain larger alicorns, and instead picked a moderately sized chair. Twilight sat opposite her and levitated over a tea set for the pair of them to share. Fluttershy took a sip and the piping hot mixture washed away the nastiness in the back of her throat.

 

“So, where to begin?” Twilight said nervously. 

 

“The Lunchbox of Friendship,” quipped Rainbow.

 

Lunchbox? What lunchbox? Oh. “The chest from the tree of harmony?” Fluttershy asked.

 

“Yup.”

 

“Right, right,” Twilight said. Her wings fluttered and she also took a momentary sip to collect her thoughts. “You see Fluttershy, after I was was officially granted the title of princess, I was also tasked with various other duties.” What did becoming a princess have to do with wanting to chase Rainbow’s tail? Her confusion must have showed on her face because Twilight added, “Don’t worry, I’ll explain everything. It just requires a little context is all.”

 

She took a breath and another nip from her cup. “What,” she trailed off for a moment to look for the right word, “ _ occurred _ between me and Rainbow Dash comes into play a little later. When I officially ascended, I was brought to Canterlot by Pri— _ Celestia _ and Luna. I had achieved a notable rank in world politics and was expected to perform accordingly. Now my family is one of the minor noble lines, but a princess is a whole new can of worms.”

 

Fluttershy sighed. She loved Twilight like a sister, but being short and concise wasn’t one of her strong points.

 

“I was by no means tasked with ruling a kingdom or even a small fief. My training consisted of many topics while under Celestia’s tutelage,” Twilight fumbled over the name as if not giving her mentor the proper title was almost profanity, no doubt a result of them now being equals, “and although politics and law were among them—”

 

Twilight was interrupted as Rainbow Dash gave a loud and forced snore. The alicorn responded by throwing a mixing spoon at her feathered friend, but none could match Rainbow for speed and she easily dodged the projectile. “Long story short, I was given mostly administrative duty. Taxation, balancing the budget, and allocating guards and resources to fight against monsters were among the subjects. You get the idea. It was nothing special, but important nevertheless. It was mostly to prepare me for the day where I could lay claim to my own land.”

 

“But our egghead was being an egghead and tried to do everything at once. Just skip to the good part already!” Rainbow was currently hovering above them with boundless enthusiasm. Fluttershy had only ever seen her like this when it involved sports or one of her adventure novels.

 

Twilight looked a little sheepish. “Yeah, I kinda bit off more than I could chew. Again.” Fluttershy was reminded of when Twilight tried to fix the parasprite infestation and the resulting snowballing madness until Pinkie intervened. “I was good with managing burnout, but this was something else entirely. Global politics! Well, I wasn’t doing that much in the grand scheme of things—a real drop in the bucket on the global scale if I’m remembering my colloquialisms correctly, but in terms of impact, it likely had the most resounding effect of all of my studies. I was still, um, drowning under the workload because I was too afraid to tell Celestia to lighten my burden. And then Discord and the Plunderseeds happened.”

 

They all knew the story so Fluttershy prompted her friend to continue. 

 

“Celestia stopped by the library later that day and found out the state I was in and she didn’t take it gracefully. She reduced my work by half and I, to put it gently, wasn’t receptive to that course of action.”

 

“I found her sulking in the dark in the basement,” Rainbow added, now back on her perch by the window. Her eyes were beginning to droop but she resigned to keep one eye on the two of them and the other on the twinkling stars.

 

“I just felt like I was failing Celestia if I didn’t finish everything. I only had to do a little bit compared to Canterlot’s legion of scribes and clerks. Yet I concede it would have been worse if Celestia didn’t intervene. If I had kept it up for another week at the pace I was going I would have just shut down. I was still upset though and wasn’t in a good mood. That’s when...”

 

“And now she remembers the good part,” Rainbow said snarkily. Twilight’s cheeks flushed pink.

 

Fluttershy shifted uncomfortably and she stopped herself from hiding her face behind her lengthy mane. She wanted an answer to what unpleasantness had occurred before her eyes and the explanation for her own blooming desires. If all she was going to get was another explicit earful, perhaps tea time wasn’t so good after all.

 

“I, um, don’t need to hear about you biting each other in detail.”

 

“It’s not like that!” Twilight said in a rush. Rainbow rolled off the windowsill and clutched her gut, chortling all the while. “We, um—well,  _ Rainbow _ had the idea to... She suggested some alternative means of dealing with upsetting and pervasive emotions that wouldn’t subside on their own in a timely manner.”

 

“I—heh heh heh—asked her if she wanted to blow off some steam.”

 

That had happened exactly as Fluttershy thought it would. “Well, thanks for the explanation but I should really go because Angel and I—”

 

“Relax,” Rainbow soothed from her spot on the floor. “It wasn’t anything kinky like that. Just,” she waved her hoof as she thought of the best way to describe what had happened, “a quick screw to clear the air.”

 

“ _ Anyway! _ ” Twilight almost screamed the word. “I had the same thought as you Fluttershy and said no, but Rainbow kept pressing. After a bit I remembered some old psychology textbooks I read back in Canterlot that talked about sexual surrogates and their uses in dealing with communication, anxiety, and emotional problems. I wasn’t feeling too good about myself.” 

 

Twilight pawed the chair with a hoof. She met Fluttershy’s gaze and in that moment, lost in those wide twinkling eyes, the pegasus saw not a princess or her friend, but that lost little filly she met so long ago. Fluttershy knew very well the feelings Twilight held for Princess Celestia. They were passionately loyal, and more than once Fluttershy wondered if that love was something greater than platonic affection. Twilight looked up to Celestia as something to be adored and received that love with every letter and success she obtained. Yet to save the Tree of Harmony against Discord’s Plunderseeds, only to be chastised hours later concerning the burden she bore by none other than the one she admired most? Fluttershy could never see Princess Celestia as anything more than a princess, but she understood that Celestia was more than that to her friend and Twilight must have been crushed. To be put down, even unintentionally, after saving her guardian and friend would have been hurtful. Princess Celestia wouldn’t have intentionally made the slight; Fluttershy fully believed she only reduced Twilight’s workload to curb a problem before it started. 

 

If Twilight’s first recourse was to bed a mare, however briefly, Fluttershy admitted she didn’t blame Twilight for that. Even if it was just a few minutes to forget her troubles, the love and comfort of another when emotionally hurt didn’t feel wrong at all.

 

When Twilight spoke next, her voice was soft and fragile. “After Princess Celestia left for Canterlot, I was all alone again.” The reintroduction of the title was not lost on Fluttershy. “After everything that happened, Dash’s suggestion... it didn’t seem like a bad idea.”

 

Fluttershy’s first expectation was for Dash to make some boisterous remark again, yet she was respectfully quiet when given the chance to boast about a conquest. For a brief moment, Fluttershy imagined a plaque on Rainbow’s wall celebrating her being the first one to publicly bed a princess. No, Rainbow wouldn’t do that; she was proud, but not cruel.

 

And undoubtedly, no matter how much Fluttershy would insist, not blushing.

 

“I’m sorry,” Fluttershy muttered. She thought Twilight didn’t hear Fluttershy at first until her furry ears twitched.

 

“Pardon?”

 

“I’m sorry for calling you and Rainbow Dash perverts.” Guilt ate at her stomach. If this all started in an effort to make Twilight feel better about herself, it couldn’t be  _ completely _ bad. It at least explained how it all started, but if Rainbow’s crude description was any indication, it wasn’t anything even close to what they were currently up to. What changed?

 

“Thanks, Fluttershy. I know you didn’t mean it.” Fluttershy could see a light twinkling in the corner of Twilight’s eyes. “I understand what me and Rainbow were, um, up to must have been shocking. And now that I think about it, I did say you could come visit at all hours.”

 

“And we’ll make sure to hang a sock on the doorknob next time or something.” Twilight’s horn was alight with power as one of the comfort bed’s pillows sailed across the room and into Rainbow’s face.

 

Some dawning comprehension began growing in Twilight’s eyes. “Oh! That’s right; I completely forgot after everything that’s happened. What can I help you with? You’re here for something, aren’t you?”

 

In all of the excitement, the fact that she had come to Twilight’s castle with an explicit purpose had completely escaped her mind. “Oh, sorry. I stopped by to talk to you about fighting with Rainbow Dash, but... you’re not going to fight again, are you?” 

 

It was true that the pair of them tried their best to keep their squabbles out of the public eye, but it happened now and then anyway. So how did some comfort sex lead into angry sex? “Oh!” Twilight gasped. “That.”

 

“Yeah, that. I told you we should have told the others sooner,” Rainbow ribbed. She had her head on the thrown pillow and looked quite relaxed. Wait, for once  _ Rainbow _ was the voice of reason?

 

“That’s also my fault,” Twilight confessed. “I didn’t want that spilling out and becoming the town’s newest source of scuttlebutt. I knew our,” she ground her teeth while searching for another term.

 

“Romps?”

 

“A little crass, but yes, Rainbow.” Twilight returned her attention to Fluttershy. “I’m not angry with Rainbow for any reason and I don’t see any reason to be, Fluttershy. I just didn’t want my and Rainbow’s “romps” to spill out to the public until I was ready. Rainbow wanted to tell our friends, but I wasn’t sure how everyone would react if they pressed for details. Our relationship isn’t exactly conventional.”

 

That seemed fair. If Twilight wasn’t ready to publically declare a relationship, that was her right. “So are you two marefriends?”

 

Twilight rubbed the back of her neck uncomfortably. “Hmm, I wouldn’t put it like that. A little more than friends, yes, but I don’t think marefriends quite qualifies. My brother uses the term ‘friends with benefits’ and I think that applies here.”

 

“We just fuck on the side, Flutters.” 

 

Twilight coughed. Fluttershy just drew circles in the chair cushion with a hoof. SHe looked at Twilight, who rubbed the back of her head and looked away. Dash looked at the pair of the, confused, and asked, “What?”

 

That left just one more question to answer. She looked at Rainbow Dash and asked, “So, um, what happened... I mean, why do you two do...  _ that _ ?”

 

Fluttershy wasn’t sure what was the sound that came out of Rainbow Dash’s mouth, but it sounded like she started choking on something halfway through laughing. “Hehe heh, don’t look at me. I brought it up, sure, but doing it was her idea.”

 

Wait.

 

Wait, wait, wait. Twilight’s. This whole mess was Twilight’s idea.

 

“Um...”

 

Twilight’s burning face was hiding in her hooves, and through them Fluttershy heard a muffled, “What you must think of me right now.”

 

Fluttershy was silent. What was there to say that would adequately express all the feelings going on in her head? She could believe it if Rainbow was the one who started escalating, but Twilight was the one who wanted to take it to the next level. Sweet little Twilight, good little Twilight, nerdy little Twilight. 

 

Passionately unrestrained Twilight.

 

The thought of Twilight alone in her basement laboratory came to mind. Rainbow comes in to comfort her and they spend a night in each other’s embrace. Soft caresses and gentle kisses. Whispered sweet-nothings and playful nips. It was a night to experience something precious given by a friend.

 

Any dutiful lover would give something sweet to a lover feeling down. The thought stemmed from her mother’s own romanticism, but Fluttershy always found the idea endearing. Gentleness and sweetness, with a dash of tender loving passion, strengthened the bonds of lovers. Couples were two halves of a whole that complemented each other down to the finest detail. That’s what love was supposed to be.

 

Something gentle was given to Twilight to relieve something hurtful. Was the crux of the matter something hurtful forcefully brought to the surface, and purged with anger and lovemaking? These thoughts raced across Fluttershy’s mind just as Twilight began to explain herself.

 

“I ask you to please hear me out first, Fluttershy. I know you may not understand, but please let me try and explain. Can you give me that?” Twilight begged. Fluttershy was already rooted to the spot. Wordlessly, she nodded.

 

“Thank you.” Twilight took a deep breath to collect herself. “We practice... S&M.” Twilight’s piercing gaze was boring holes right through her. Assuming she was looking for some kind of acceptance of her lifestyle, Fluttershy nodded. Twilight continued, “Do you know what that is?”

 

Fluttershy had heard the term before, but wasn’t familiar with its intricacies. She shook her head. “The full term is BDSM, an anagram for bondage, domination, and sadomasochism. To grossly oversimplify the definition, it normally involves a trust and power dynamic where one has some form of control over the other. This can be done in several different ways, but in our case, we use it to... how to best say this, um, “work out” any issues we may be having.”

 

So, power and control, angry sex, and arguing. “So Rainbow Dash is,” she looked at her pegasus friend, whom still had a slight tinge of crimson across her cheeks, “your slave?”

 

Rainbow Dash guffawed and almost fell off the windowsill again. “Ha ha ha! No, but I have wanted to put a collar on Twilight on more than one occasion.”

 

A glow surrounded the pillow Rainbow was lying against and it jumped to her snout, all but smothering her. “Rainbow, please refrain from explicit details.”

 

“Fhey, fhe uhsked,” came the muffled reply.

 

“I know she asked, but we are trying to have a  _ polite _ conversation!” Her voice crescendoed until she was almost shouting the sentence.

 

Something clicked. Rainbow kept egging Twilight on through various perverse comments. Where such things had made Twilight angry when they were both in the study, here Twilight was close to smiling behind her outbursts. Every time Twilight became uncomfortable or didn’t know how to continue her explanation, Rainbow diffused the tension.

 

So if Twilight was ever too frustrated and depressed to function normally, they’d have another shouting match until they both, well, popped the cork.

 

“I think I’m beginning to understand,” Fluttershy said quietly. A little unconventional, and still far too personal and violent for her preference, but in a twisted way it was almost sweet. Rainbow was willing to get yelled at and abused to make Twilight feel better. After their problems were laid bare, like Twilight’s control issues and Rainbow’s laziness, their anger inflamed their passions to such a degree it ended in lovemaking.

 

Twilight was looking at her oddly. “I didn’t think you’d be so accepting so fast. Not that I’m complaining!” she said in a rush. “But I figured it would be more, well, difficult than that.”

 

There were still a few details she’d liked to have answered, however. “No problem. So how did you to come from Celestia’s visit to...” she pointed towards the direction of the previous room. “...to  _ that _ .”

 

Twilight shook the cute look of angry indignation on her face caused by Rainbow. The pillow’s aura vanished and Rainbow made a play of fake twitching from her prone position.

 

“Oh, grow up, Rainbow,” she giggled. “Sorry. Ahem, that was something that we evolved into over time. After that day, Rainbow Dash made an offer that if I was ever feeling down, we could, er, do it again. I took her up on her offer a couple of times and it became as much a time to heap any issues we had into the open as it was something pleasurable.

 

“It was Rainbow Dash’s idea to keep it strictly sexual, and it was mine to take a moment to explore our feelings. Over time we realized how much getting angry made our, um, relationship—”

 

“By Celestia’s fat flank, she works with animals, Twilight.  _ She knows what sex is _ .”

 

“I’m  _ trying _ ,” Twilight exclaimed, “to be delicate.”

 

They were either in the blooming stage for another angry sex argument, or more concerned for her feelings than the actual story. “It’s okay, Twilight. I can deal with it.” Shaky constitution or not, what she saw earlier had temporarily vaccinated her against Twilight’s and Dash’s more explicit remarks.

 

Twilight eyed her for a moment before she said, “Okay. Sorry. Anyway, studies have shown that it’s often best to confront negative emotions and express them in a safe environment. Dash and I discovered that on the occasions when our issues involved each other, well, the sex,” she said it almost as if it were a dirty word, “happened to be great.”

 

“In secret we started pushing each other’s buttons just to look for a chance to go at it again. It was a game almost. I admit it was something new to me, but it was just so fun and exciting. I loved the rush of endorphins. We’d just heap everything out in the open and... go at it right afterwards. I eventually looked up some books on the subject and discovered that there was an entire subculture for what we were doing. Although we may have gotten too excited at times, sometimes deliberately, but I never meant to worry you or our other friends. There’s this odd thrill in almost getting caught.” Twilight blinked. “Not that I was deliberately trying to put on a peep show just now!”

 

“I was.”

 

“Can it, Rainbow.”

 

There was still the elephant in the room that needed to be addressed, one that Fluttershy had been avoiding the entire time. It was the same feeling that made her afraid Rainbow Dash was going to take a shower with her. ‘ _ Just bite the bit and say it, _ ’ she tried to egg herself on. It needed to be said, regardless of her feelings.

 

“I’m... Sorry, I’m—I mean, sorry for watching you and...” Her voice caught in her throat and she hiccupped. It was surely a sign from the gods that this was a bad thing to say. She swallowed her fear down. She was in the wrong, and it had to be done. “I’m sorry for...”

 

Rainbow was watching her with a half smile. Her eyes were starting to dilate and her cheeks were coloring. Fluttershy had been with enough animals to recognize the signs. Of course Dash knew what she was about to say, and of course she’d be getting aroused by it. 

 

“For... touching myself... while watching.”

 

Mortified, she hide her face in her hooves. She just wish she could curl up into the chair cushion and just fall into the cracks of reality. They both knew what she was talking about. They had to. That didn’t help having to say it and bring it out into the open.

 

“It’s okay to feel arousal during sexual situations, Fluttershy,” Twilight said gently.

 

“No it’s not.” The response sounded even more pitiful once it was past her lips. Fluttershy added her lengthy mane to her shield.

 

“It’s only a natural biological response. I understand that what you saw was very new and shocking, but it was perfectly natural. We’re both consenting adults, and if you carry any reservations, I’m not mad at you for being curious.”

 

She just didn’t understand. “But I didn’t know what you were doing then. And I... touched myself while you were doing it.” Shame burned within her both due to the memory and the kindling arousal in her core. As much as she hated it, she liked what she saw.

 

She heard the clinking and she cracked open her shield to peek at what was going on. Twilight had set down her cup and was looking at her with nothing but sympathy. “There’s something rather liberating in giving up control. Me and Rainbow take turns on who gets to be on top at times. We trust each other. We’re not marefriends, granted, but I feel safe with her. No matter how brutish we may get at times, I have never once believed she’d hurt me because she wanted to make it hurt. I’ve never had a coltfriend or marefriend, but that emotional closeness is exactly how I imagine it feeling. It’s perfectly natural for you to get aroused by seeing that.”

 

The closeness she understood. That’s what mother always talked about, that feeling of closeness and safety in each other’s hooves. The knowledge that her partner would never hurt her, to feel safe knowing all the power and control was stripped away, but content with the knowledge that it will never be used against her...

 

Fluttershy shivered.

 

“I... I liked it,” she confessed. 

 

Twilight bit her lip like she always did whenever she was deep in thought. “If you’d like, I’m more than willing to help explain some things in further detail at a later date.” She saw Twilight’s nostrils flared once, then twice. Twilight looked at her, no doubt seeing her flushed cheeks under the veil of hair and forehooves.

 

Oh, sweet Celestia,  _ Twilight could smell her _ . Cleaned as they were, no one would be no mistaking which of the three was currently the most aroused. Fluttershy moved her head just a fraction to see Rainbow on her left. Dash was looking right at her now in a way she had never seen before. It wasn’t the familiar protectiveness, something brash, or anything normally associated with the athlete. No, stretched across her face was a slowly blooming look of desire.

 

“I don’t know, Twilight,” Fluttershy mumbled. 

 

“How about something else?” Rainbow asked.

 

Twilight gave her a dirty look, but even Fluttershy could see that the same thought had crossed her mind. “Perhaps... if I started with a few things less extreme than what me and Rainbow practice? Something not even sexual?”

 

Yes, that could work. Just talk. Maybe a little hooves-on demonstration, but mostly talk so Fluttershy could understand a little better about this new idea in her life. “Like what?”

 

Fluttershy wasn’t sure what it was, but between Twilight’s renewed nervousness and Dash all but undressing her with her eyes, something had changed. “The first thing that comes to mind is sensory deprivation. From my books, blindfolds seem to be the most common. Ponies would often have one partner blindfolded while the other did what they wish. It’s been shown that the lack of one sense, namely sight, increases the sensitivity of the others to compensate. It doesn’t have to be sexual. It’s actually something used in certain massage parlors because it enhances the feeling of closeness.”

 

Twilight waited for a response, but Fluttershy noted that Twilight had spoken of “things” in plural and had stopped at one. The pegasus thought is was because Twilight got distracted by picturing her in a compromising position, but with the way Fluttershy’s nethers twitched at the thought, it wasn’t a completely  unwelcome idea.

 

“O-o-okay.”

 

Dash’s and Twilight’s eyes met briefly. Dash shrugged and nodded, something that seemed to increase Twilight's nervousness. “Um, okay then. I’ll think of... actually I have an idea. I’ll be back in a moment.”

 

Twilight hopped off her chair and stretched her wings. After the satisfying pop, Twilight quickly exited the room, not even bothering to close the doors as she left. That only left Fluttershy and Rainbow Dash, who seemed just as interested to see what Twilight had in store.

 

Rainbow hopped down from her perch and Fluttershy joined her. “Sooooo,” Dash began. That slight arrogant sheen to her words was absent, “thanks for not freaking out about Twilight and me.”

 

Fluttershy nodded mechanically. “Uh huh.”

 

Dash tilted her head. “Really, I’m not going to bite. Unless you want me to.” At that, Fluttershy snickered and was joined by Dash as the tension eased. “But I think Twi’s getting a little eager and all. If you don’t want to do what’s she’s cooking up, you can still say no. I don’t want you to do this if you’re not going to have any fun with it.”

 

In all honesty, she did want to do this. The disgust had eased enough to let her curiosity bloom. Exploring her brief voyeuristic streak and sharing her friend’s bed carried its merit. “I just hope we can all be friends.”

 

She saw Dash’s ears perk in alarm. “You know we’re still friends! Why wouldn’t we be, Fluttershy?”

 

“It’s not that! I just don’t want to lose you or Twilight. I like the way things are.” 

 

Fluttershy pawed the ground again, accidentally scuffing the crystallized floor. She still valued both Twilight and Dashie as friends. Rainbow and Twilight seemed to be able to keep it platonic, but what about adding herself and her admittedly fragile emotional state? The two of them had something great already, and to ruin that with something deeper seemed criminal. What if she went through with this and wanted something more than friendship?

 

The gears weren’t running very fast for Rainbow and she just stared at her, confused. Fluttershy could see the moment of realization when Dash suddenly went wide-eyed.

 

“Oh. Oh! Um...” Rainbow looked around. It was just the same old room, and Twilight wasn’t here to help her figure out what she wanted to say. Dash sat on her rump and brought her hooves to her head. “Ugh, come on. Work, you stupid brain!”

 

Fluttershy giggled. If nothing else, Dash could make her laugh. Speaking of, Dash’s ears perked once again. Mother always called her friend “her open book” because she was so expressive, and Fluttershy could see why.

 

“I got it!” Dash said victoriously. She puffed out her chest and her signature smug grin returned to her face. “I want to ask you something and I know it may sound kind of weird. I mean, something besides this question. Do you trust me?”

 

Fluttershy nodded.

 

“Can I kiss you?”

 

Fluttershy blinked. That wasn’t what she expected. A kiss? Like, what kind of kiss? More importantly, kiss  _ where _ ? She chided herself for having let her brain go in that direction, but given the context of the previous conversation, it entered her thoughts regardless. Despite her hesitancy, Dash’s question came to mind. Did she trust her?

 

Fluttershy gulped, and nodded.

 

The athlete’s smile lit up the room. Dash wouldn’t have been caught dead prancing, yet her wings fluttered and she rose just a little to clop both forehooves on the floor. There was no eyelash-fluttering, kind words, or preparation as she leaned in and kissed Fluttershy on the lips.

 

Her lips were warm and coarse. Fluttershy’s wings twitched as she tasted what may have been Twilight on Dash’s lips, along with the slight tang of iron where Twilight bit her. Dash didn’t press forward, and thankfully didn’t use her tongue. Fluttershy wasn’t sure her delicate heart could take that.

 

Dash parted after, well, Fluttershy wasn’t quite sure how long. A second? Several? Her own breath was fluttering, yet Dash was as fresh as could be. Fluttershy licked her lips and got a fresh taste of the cocktail along with Dash’s own fragrance.

 

“Now, do you think you’ll love me?”

 

After just a kiss? Absolutely not, but they were about to do Celestia-knows-what, and that was a completely different story. Twilight  _ did _ promise no sex. That was something.

 

What were her feelings on the kiss itself? Wet, warm, and coarse. Very typical of any kiss. Rainbow Dash was her best and oldest friend, but did she love her? Of course, like a sister. Could that become something more?

 

“No, I don’t.”

 

Dash smiled a full, warm smile that melted the last little bit of fear lurking in her heart. “See? Nothin’ to worry about.”

 

“Worry about what?”

 

Twilight had returned with a small menagerie of items floating above her head. One was a book—the quintessential item for Twilight, the second looked like to be a small bundle of cloth, and the third was... Smartypants?

 

Dash spread her wings and pretended to look nonchalant. “It turns out I’m smart after all.”

 

“I’ll make you a plaque. So, Fluttershy, as always, safety first.” Twilight seemed to have picked up a little confidence after her moment alone. The enthusiasm was mutual; the weight finally left her shoulders. “If you’re feeling any reservations, we can always just call it a night. You’re free to just leave right now if you don’t want to do this, or we can schedule it for another time if you want to think things over.”

 

With eagerness, Fluttershy said, “I’m ready.”

 

Twilight’s spirits visibly lifted. With a smile, she began explaining, “I’m thinking we’ll combine sensory deprivation with a basic massage. That will be tame enough for you to at least get a general feel for what we do.”

 

“Just a massage?” said Dash.

 

Twilight looked away and mumbled, “I like what you do with my wings.” The look on Dash’s face was just short of obscene.

 

Fluttershy was not unfamiliar with the relaxing aspect of a massage. It was something that was required on most visits to her weekly visits to the twin’s spa parlor. She had requisitioned exactly one happy ending in her time in Ponyville and abstained from it ever since out of skittishness, but it had been one of the most sensual and powerful experiences she ever had. The soft scent of burning patchouli oil, the fresh linens, and Aloe’s gentle and expert touch were downright magical. The wings of a pegasus were clustered with nerve endings and nothing compared to somepony who knew how to work them over. Twilight must have no idea when she first tried it. Already her own wings were fluttering against her side in anticipation.

 

Rainbow had gotten over the barrage of imagery no doubt dancing behind her eyes. “I know she’ll like that, but just a massage? Really?”

 

“That’s why I brought this,”

 

Twilight levitated the book over to Dash, who opened its pages. Fluttershy saw an earth pony couple on the front cover. Both were sitting and the mare had her head tilted back as her male partner kissed her throat, and across the cover in a large, bold font was the title: “Abhiraam Tantra”.

 

Dash skimmed through the pages, her eyes going wider and wider after each flick of parchment. “Oh shit I didn’t even know you had something like this. Can I borrow a copy?”

 

“Rainbow! Focus! Start going through the part on massages and grooming. Second chapter.” 

 

Rainbow Dash did so without protest and flipped back a few pages. Fluttershy could see her eyes flicker back and forth eagerly as she read the book’s contents.

 

Twilight patted the comfort bed. “Can you come up here with me, please?” With a flutter of feathers, both had gotten onto the plush down mattress. It felt very nice underneath Fluttershy’s hooves. No doubt this was the very same piece of furniture Celestia used whenever she stopped by. Fluttershy hoped Dash and Twilight at least cleaned up the place and washed the bedding before then.

 

The soft cloth unbunched itself in Twilight’s magical grip and Fluttershy could see the long silk ribbon for what it was. “Last chance to back out, ‘Shy,” came Rainbow’s voice. Fluttershy felt a depression behind her as Dash hopped up on the bed. Dash plopped the book down and Fluttershy saw a page titled “Kissing and Licking”. The pictured mare was dotting kisses up her mate’s thigh.

 

She didn’t want to chicken out. Be strong! That’s what Rainbow Dash always said, although the most recent time had been only needing to go into the dark pantry with a dead lightbulb. Before she could second guess her decision, she responded with a resolute, “I’m ready.”

 

Twilight nodded and brought the ribbon up to Fluttershy’s head slowly. Fluttershy gulped but didn’t evade the ribbon gently fixing itself around her head. Like the shroud of darkness from some forgotten god descending across her vision, Fluttershy was blinded as Twilight securely wrapped the ribbon around her eyes. 

 

Fluttershy felt a hoof on her shoulder. “Just lie down and relax,” came Twilight’s soothing voice. Lying on her stomach, she felt the weight of both of her friends shift across the mattress. Twilight was in front of her, while Dash was on her right. Being deprived of her sight made her shudder, but at the same time it wasn’t as unnerving as she thought it would be. She was among friends.

 

Something was pushed into her hooves. It was soft, squishy, and covered in patched fabric. Smartypants?

 

“It’s about power, control, trust, and communication, Fluttershy. We’ll keep going,” Dash gave an affirmative grunt to Twilight’s remark, “as long as you want to. Keep holding Smartypants and we’ll continue. If you want to quit, just let go, and everything stops. Okay?”

 

“...Okay.” Smartypants booped her nose and Fluttershy clutched him all the tighter. He wasn’t warm to the touch like a proper bedroom lover, but it felt nice to be able to embrace something in the heat of the moment.

 

“Turn the page.  _ Just turn the page _ !”

 

Fluttershy chuckled. At least they were trying to keep the moment.

 

The first touch made her jump a little. If Twilight was still in front of her, that must have meant it was Rainbow caressing her thighs. Strange. Fluttershy figured she’d do straight for her wings despite them being clenched tightly to her sides.

 

She allowed herself to go limp as her friends finalized whatever plan they had concocted under muted whispers. Soon the second pair of hooves began tracing up her back towards her shoulders. Back and forth came the presses, each alternating between a light, feathering touch and firmer strokes to massage her tired muscles.

 

The one working over her thighs was rougher, but very well practiced. The pony bent her left hind leg back to work into her thigh and calf with ease. Fluttershy had seen enough of Rainbow’s training injuries to recognize her warmup and stretching routines. She used the side of her leg to press into her leg and slide down in deep strokes. Fluttershy’s leg twitched as Dash came closer and closer to her marehood, yet her caretaker did not take advantage and instead moved back to start stroking her legs again.

 

Fluttershy felt the soft touch of feathers slide across her spine. She shivered and the noise that came out of her mouth made her squeak in surprise. It felt... nice. Aloe and Lotus didn’t have any wings to reproduce the sensation. Sometimes they would use their own mane across her naked back during a massage. What would Rarity think if Fluttershy asked to do the same thing to her back?

 

The next thought that crossed her mind was Rarity just like her, blindfolded, as Fluttershy trailed her feathers across the ivory mare’s silken back. Would she have to wear leather or rubber for that? Wanting to do that made her a dominatrix, and that’s what a dominatrix wore, right?

 

As if on a timer, both sets of hooves disappeared. She felt more than heard the two slink away from her, yet with eyes obstructed she had no idea where they went. Oh gosh, what if they were turned off by the sounds she was making?  _ What if they were taking pictures _ ? They’d give them to the newspaper under Gabby Gums, and then Fluttershy would have to leave town out of shame. Maybe auntie had enough room on her ship for another deckhand? 

 

“Girls?” she called out to the darkness. Please give me time to pack, was the unspoken thought. Her instinct for flight-or-fight had triggered and her wings began to flutter back and forth. Fear of being chased out of town for depravity and facing a dragon that could devour entire towns both held the same tenor of fear; at least giant dragons were easy to deal with.

 

Fluttershy all but melted as a pair of hooves pressed into the space between her wings. Her trembling wings fluttered against the thighs of a pony all but straddling her back. 

 

“O-oh my,” she whispered to Smartypants. The fabric was beginning to warm under the prolonged contact. Neither of her friends were particularly practiced if their rubdown was any indication, at least compared to the spa sisters, but on that same token it far surpassed the emotional intimacy she received from the twins.

 

“Is that you, Rainbow?” She didn’t receive an answer except for the hooves rotating in little circles on that sweet spot. Which one was standing over her? And where was her other friend? What about...  _ ohhhh _ , right there. Fluttershy mewled as her back popped a little. The hooves massaged the tired muscles and she spread all of her limbs out like a tired cat, her swishing tail brushing up against the pony’s hind legs.

 

Somepony nuzzled up to her wings. As gently as she could, a mystery pony tried to unfurl her left wing joint by joint. Fluttershy instinctively held both close at her side, but after a little prodding she relented. The pony pressed gently against the tender bones and muscles and soon Fluttershy felt her nip a few feathers out with her teeth. After the flight over and the panic-induced ruffles they received over the preceding hours, she felt a feather or two tug lose as she was carefully preened.

 

She squeaked as something warm and wet trailed along her primaries and she gasped. Did she just use her tongue!? Did Rainbow or Twilight or whoever was preening just start licking her? Then came another slow, careful lick and Fluttershy forced a hoof to smother the groan of delight lurking in the back of her throat. This was a little more than she bargained for.

 

Yet she couldn’t bear the thought of letting the doll go.

 

No more licks came, and her preening friend parted and soon switched wings. The pony straddling her moved up and down her back with gentle caresses and presses. After a few passes, she moved on to working her hooves lower and lower. Fluttershy squeaked again when those hooves pressed against her rump, but all they did was continue south to work her calves and thighs. Somepony chuckled.

 

Who was breathing so hard? Oh, that was herself. Neither friend spoke a word and that somehow made it all the more worse. Or better; Fluttershy still wasn’t certain. Smartypants was becoming swelteringly hot with how close she was pressing him to her chest and how heated her breast felt. She couldn’t see them. Quiet as they were, she couldn’t even hear which one was which. She was exposed and vulnerable and completely at their mercy, and oh, how she liked that.

 

A slight wisp of something passed by her nose. She knew the scent, but it was far too light for her to catch it. The next pant for breath brought is back once more and she tried to hid her face behind Smartypants. The heady scent of arousal was slowly filling the air. Her own? Her friends? As if triggered by the thought, her attention now turned to her own tingling marehood. Shock had fueled her arousal before, but now the slow and tender strokes were what kindled her loins.

 

Did... could they see her? Were they looking at her marehood right now? Spread out on the bed as she was, they had every opportunity to get an eyeful. Twilight probably wouldn’t but would Rainbow? She was her oldest friend, so probably not. Yet, what if...?

 

Fluttershy gulped. Her legs felt like lead, but through sheer force of will she summoned the strength to part her thighs just enough to feel the air’s gentle caress. She was inviting them. By some madness, she was inviting her friends with their weird, angry kink to have their way with her. This was a bad idea. This was a  _ very _ bad idea, and yet some dormant part of her mind egged her on.

 

They weren’t even... doing  _ that _ !

 

Rarity had given her massages in the past. What part of her mind had suddenly made the decision this was something much more to the act then that? Twilight herself said just a massage. Just a massage. That was all it was supposed to be!

 

But not to her friends. Friends with benefits, Twilight called it. Simple things given a whole new emotional meaning to them. Rainbow Dash could love Twilight in a way Fluttershy never could and still be friends. It was unheard of. Mother would have had a conniption and lock her in her room again if she’d ever witnessed such a thing as a filly. Fluttershy in her position now, being blindfolded and rubbed down in such a way—by  _ mares _ no less—would shock mother’s poor heart back into the hospital.

 

Fluttershy arched her back as her right wing was unfurled to its full extent. The pony gingerly rubbed each fragile bone, nipping at her wings here and there. Fluttershy buried her snout in the sheets. The girls gave a telltale conspiratorial whisper too low for her to hear. She heard her name and little else but she was certain they were discussing what effect they were having on her poor soul. As if giving them a quick flash of her nethers wasn’t enough.

 

Wait. Her tail was in the way.

 

Fluttershy swallowed, the reality of the situation now dawning on her fin full. Twilight swore that this wouldn’t go any farther. Fluttershy  _ wanted _ it to go farther now. She gave her tail a quick flick to the side.

 

The hooves going up her rump paused. Straining her ears, she heard both sets of hooves already had their owners taking increasingly heavy breaths. Fluttershy couldn’t help but smile in pride; her friends were enjoying the experience as much as she was. They  _ desired _ her. The pony at her wings took another nip and Fluttershy sighed in delight. The scent of feminine excitement was thick enough in the air that there was no mistaking what this was doing to the three of them now.

 

The pony working over her legs was moving up, getting closer and closer to her rump. Fluttershy nervously spread her legs just a little more. The pony kept moving. Each hoof was now tickling her thigh and going so very,  _ painstakingly _ slow. Down to the inner thigh she went. All it would take was just a few more inches...

 

Fluttershy knew why they did this now. She couldn’t see, but boy, she could  _ feel _ .

 

The hooves moved away.

 

A frustrated sigh exited her lips before she could stop it. The pony behind her giggled.

 

Despite all the teasing, she continued to retain– _ oh dear _ ! That wonderful tongue returned to her wings. Fluttershy groaned, something that was quickly silenced as a pony nipped her ear.

 

“P-please?” Fluttershy whispered.

 

“What do you want, Fluttershy?” Twilight said. The illusion was broken, the fragile spell that came with blindness shattered as her friends spoke for the first time since darkness fell. “You have to ask for it.”

 

To share that love they felt, all just a few words away...

 

“P-please love me.”

 

Twilight chuckled lightly and Fluttershy could feel her warm breath on her wings and the huskiness of her voice. “If that is what you wish. Remember, just let Smartypants go if you want this to stop.”

 

Somepony nipped one of her ears and gave an affectionate tug. Fluttershy shuddered. She felt the soft, downy touch of feathers tickling her thighs. Fluttershy’s hips bucked back slightly of their own volition. There she was on display for her two friends, for all the word to see. Her weak heart could barely contain itself as it thudded against her breast as they shared their love with the timid girl. To love and be loved. She smiled contentedly against the patchwork pony.

 

Her friends whispered quietly. Her own ears, one pleasantly burning from the bite. Turn around, they said?

 

Both sets of hooves moved away and caused her to release another annoyed cry. Fluttershy didn’t see herself as that much of a sexual creature, but even she had needs, and these two had inflamed a perverse passion she didn’t even know she had. A pony wrapped their legs around her and helped pull her to her knees. She could feel hot, warm breath inches away from her own face and warmth soon blossomed across her cheeks. A second or a minute passed, Fluttershy didn’t know which, and the pony stood within kissing distance.

 

They guided her blind form until she was lying on her back instead of her stomach. A pony’s warm embrace hugged her back and kept her propped up. A pair of lips to her throat caused Fluttershy to sigh. Forehooves drew circles in the little tuft of fur on her chest above Smartypants’ head while hind hooves stroked her ticklish belly. Fluttershy let her head fall back onto her friend’s shoulder. They kissed her neck once more, this time giving it the slightest nip.

 

If Fluttershy’s blush hadn’t consumed her face by now, the neck that came out of mouth was certainly enough to do so. Somepony’s wings circled her lower abdomen, drifting lower and lower until they slid across her breasts. Another set of lips matched the one currently circling the nape of her neck. Fluttershy shivered as they slowly dotted kisses up her thigh. Higher and higher they went and each tickled the soft, velvety fur as they came closer to the only place hotter than her burning cheeks. She kicked a leg out of reflex as a shudder passed through her trembling body.

 

Her ears flattened against her skull and gave one of her tormentors the chance to bite down and give it a firm tug. She bit her lip to stop the wanton moan. Her heart leapt in her throat as the pony between her legs weaseled a foreleg under each of her hindlegs and gripped her pudgy rump.

 

Her hips bucked as a cool breath of air blew across her winking marehood.  Her flanks clenched together in an attempt to relieve the heat building up in her core and ended up locking a mare’s head between her thighs. The mare tightened her grip on Fluttershy’s rear and tried to worm her way closer to her core. Oh, how she wanted to feel a deft tongue sending her into bliss, but now that she was here, so very close to the point of no return, that lingering doubt reared its head once again. There’d be no turning back if she let it go on much farther. Smartypants’ weight felt so much heavier now

 

_ ‘Be strong,’ _ she told herself. Her heart felt like it was ready to burst right out of her throat in response. They wanted so very much to help her, to share the love they had with each other. Terror had always been her friend. Fear had kept her alive. This was something new, and new things were scary.

 

Her friends loved her and she didn’t want her friends to think less of her. There was a difference between fear of something tangible, and fear of the possibility of something. They were her friends. They would never hurt her.

 

Slowly, Fluttershy parted her legs.

 

Warmth breath right across her lips made her shudder. A slight sheen of moisture coated her vagina and thighs. Sweat and arousal was only cooled by the slight breath of lust coming from the pony staring down her most sacred of places. Each breath was a gasp to get air that never seemed enough.

 

A long, low moan dripped from her muzzle as a wet tongue licked her nethers from bow to stern. The pony hugging her grasped tighter to hold back her squirming. More kisses dotted around her slit, but none hit the mark. Another kiss brushed across her throat, only this time it was followed by a soft but resolute bite.

 

She licked her lips in an effort to stop her panting from drying them out. She wanted to encourage them, but so much as a wayward word would break the spell. No job, pets, friends, or arguing. There was just this moment.

 

Her labia was given one more long, measured, excruciatingly slow lick. She could feel the slight ridges on the tongue against her nether lips and the light flick where it taunted the little bud hiding under the pedals. She tried bucking her hips once again, but was firmly held in place by loving hooves. Hooves stroking her ass and cutie marks, a tongue worshipping her femininity, love bites, stroking feathers, ear pulls, and gentle strokes. Being so restrained as she was and blind to the world only served to make the sensations more intense as the lovemaking went on.

 

Gentle licks collected what little arousal she leaked. Ever once in a while she heard lips smacking as if she was being sampled like vintage wine. Stroke after stroke lovingly graced her sex. Her chest and crotch were stroked and rubbed, every inch of her lavished with kisses and love.

 

The air was cut by her vocal and passionate cry as the deft little tongue finally penetrated her nethers. Fluttershy’s breath caught in her throat. Hooves stroked her chest and a tender voice whispered sweet nothings in her ear. That was it; as soon as it was inside her, it was gone. She was touched again soon afterwards and her labia quickly and eagerly granted entry to the intruder. It started bottom to top and gathered every little sliver of femcum as a pair of hooves gently stroked her bottom. 

 

Now her breath was coming in quick pants and gasps. A familiar pressure had gathered in her core and was building with every stroke and lick her friends granted the timid mare. With each lick came an increase in speed. Bottom to top, little by little with the occasional flick of her clitoris for good measure. A snout smashed against her clit and Fluttershy’s breath caught in her throat. She could feel the mare smiling between her legs.

 

The slow, methodical movements were replaced by some quick and needy strokes. Done was the exploring as their collective reservations crumbled away. Kisses and love bites were lauded onto her throat. Her own marehood clenched and winked to keep the tongue inside her for just a little longer. Each lashing grew a little more quick and chaotic and only added to her now open moaning. The stream of animalistic need stemming from her own mouth wasn’t something to be ashamed of; it only fueled the fire spreading within. The tongue dug to deeper depths and Fluttershy bucked her hips as much as she could to spur it on.

 

So close. So very close. Fluttershy’s breathing had hitched in her throat. Just a little bit. A little bit more. The mare put her mouth around her tender mound and sucked hard as she gave her clit one final lick.

 

The dam finally broke. Fluttershy’s moans crescendoed into a scream as she released her pent up sexual frustration. The dark world around her went white as the world sunk into waves of bliss crashing into her body. Mind-numbing ecstasy smothered her like a blanket.

 

She wasn’t sure how long she was out. Minutes? Seconds? The warm form of a mare still hugged her back. Now she noticed just how soaked with sweat her fur was. A slight shift in the air brushed across her nose and her blindfold was removed. She winced as the harsh light burned her eyes as they adjusted.

 

Twilight was stroking her back gently. Rainbow was busy cleaning off her muzzle. Upon noticing that she had roused, the pegasus knickered and licked her cheek.

 

“That was  _ awesome _ .”

 

Dash was panting herself. Post coital bliss still rocking her mind wasn’t enough for her to miss the rivulets of mare cum running down the athlete’s leg. She nuzzled Fluttershy’s cheek.

 

“Can I kiss you?”

 

There was something about propriety and relationships and something else running through Fluttershy’s head, but she was much too tired to care. She nodded and Dash dove in for a kiss. Fluttershy tasted herself on her lips.

 

“Dash...” Twilight warned. The two parted.

 

“Yeah, yeah.” Dash looked Fluttershy in the eye. “Try not to take this the wrong way, but I am  _ so _ turned on right now.”

 

“You can stay at my place tonight then.” Strangely enough, the blase attitude said far more than any innuendo. “Right now we’ve got someone else to take care of.”

 

“I’m fine,” Fluttershy said wearily. It was already night, and after some pretty amazing sex, she needed a good, long sleep. And a shower. The smell was starting to get to her.

 

“C’mon then. Let’s get you cleaned up.”

 

* * *

 

Fluttershy closed the door to her cottage. The crisp, summer air had developed a slight chill that heralded the coming autumn. A large bag of grass seed rested across her back. It was a little late in the year to be planting grass seed, but rains had washed away some of the embankment near the bridge and grass was better than nothing at holding the soil together.

 

Angel was giving her funny looks from the windowsill. He was a smart bunny despite his temper at times and knew she stayed at Twilight’s place last night afar longer than she planned. And received a fresh bath.

 

“Hey Fluttershy!” The mare in question yelped and the grass seed plopped off her back. Rainbow Dash glided in and landed next to her. “Sorry ‘bout that. Didn’t mean to spook ya.”

 

“It’s fine,” Fluttershy said as Rainbow Dash picked up the bag. 

 

“Watcha doing?”

 

“Here. I’ll show you.”

 

Something was up. Even as Dash helped her spread and water the grass seed, Fluttershy got the impression the mare was trying to figure out the best way to tell her something. Due to her own lax attitude and busy weather schedule, Dash rarely volunteered to help others on a whim.

 

“Is there something you want to say?” Fluttershy prompted. “...About last night?”

 

“No. Well, kinda yeah. Sorta. So...” Dash heaved a sigh. “I wanna say it was fun having you over last night. I had a great time.”

 

“Me too. I’m sorry if things were awkward. I didn’t mean to intrude.”

 

“Pssh. You’re good. If anything I... need to say sorry for giving you a peep show. I shouldn’t of done that, especially without telling Twilight. But that’s not why I’m here.”

 

Dash took another deep breath and pawed at the ground. Dash, nervous and blushing like a swooning schoolgirl filly? Fluttershy thought she’d never see the day. 

 

“I had fun last night. Me and Twilight talked it over after you left and... we were wondering—I mean  _ I _ was wondering and Twilight approved—that if... Oh, jeez. Just spit it out!” she yelled at herself. “We were wondering if you’d like to join in again sometime!”

 

Fluttershy blinked and her wings twitched as the memories from the previous night came back to her. Previously, a night of passion constituted of enjoying a rainy night with a bottle of wine, a few choice steamy booky or her own memories, and the contents of the bottom drawer of her nightstand. Now her friends had opened her up to an entire world of sensual wonder.

 

“I don’t think so.”

 

Dash’s ears drooped. Fluttershy gave her a nuzzle of her own this time even if it lacked the passion of one of Dash’s. “I loved our time together last night, but I don’t know if I want to do it again. And I know I don’t have it in me to be aggressive like you are with Twilight.”

 

“You know I don’t want that from you—”

 

“I know, I know. It’s just... Everything all happened very suddenly.” She blushed and hid behind her hair. “I liked it. I really did, and I don’t regret it. But I’m not ready to do anything like that again right now. Someday, maybe, Dashie, but not now. I need to make that choice on my own time.”

 

Dash’s ears hugged her skull. “Nah, I get it. I just...” She let out a breath. “It’s kinda soon to bring that stuff up anyway...”

 

Fluttershy smiled. “I love you too, Rainbow Dash.”

 

A smile sprouted across her friend’s lips. Dash reached in for a quick nuzzle which she returned. It wasn’t romantic, just a quick show off affection which soon ended.

 

“Soooo, see you around sometime?”

 

She nodded. “Yes.”

 

“Still on for lunch?”

 

“Uh huh. Applejack said earlier this morning that she’d be coming too.”

 

“Yeah.” The pregnant pause only exacerbated the awkwardness. “Alright, I’ll see you later.” Rainbow Dash spread her wings.

 

“Um, Rainbow Dash?”

 

The mare’s wings closed and she looked back. A glint of dejection still clung to her eyes. Fluttershy swallowed and mustered up her courage.

 

“Can I kiss you?”

 

**Notes for the Chapter:**

> Feel free to bother me on my tumblr under the username doctoredmundsirus.


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